The Truly Amazing Spider-Man
by mattythelegend
Summary: The real life of Spiderman. Featuring Peter/Betty, Peter/Liz, and maybe others, but in the end is going to be Peter/Gwen/MJ/Felicia. Also, Peter bond with a symbiote which appears early in the story. Warning: Lemon Ch3;
1. Spider-Man Origins

Spider-Man Origins

In Midtown High one member of the gang of kids says "We need one more guy for the dance, what about him" and suggests Peter Parker. A smug looking teen wearing a blue and white striped sweater called Flash Thompson scoffs "That bookworm wouldn't know what to do in a part, right puny Parker? Jaja." An attractive blonde girl knows as Liz Allan declares Peter Parker "Midtown High's only professional wallflower!"

Peter was not the most popular kid in High School, but his Uncle Ben and Aunt May thought he was a pretty special lad.

Ben always was joshing with him when it's time to get up in the morning.

"Gosh, Uncle Ben, you're worse than a room full of alarm clocks!" whines peter good-naturally.

As for peter's aunt May, she thought the sun rose and set upon her nephew.

"I cooked your favorite breakfast Petey... wheatcakes" she said.

"Don't fatten him up too much, dear! I can hardly out-wrestle him now!" comment Ben.

The faculty at the school is also impressed with Peter. The bald mustachioed chemistry teacher Mr. Warren tells Peter "Keep up the good work and you're sure to rate a scholarship when you graduate".

But Pete just can't receive any respect from his teen-aged peers. When he asks a young woman named Sally Avril for a date, she brushes him aside for the blonde "dreamboat", Flash Thompson. Flash swats Pete down, with a stinging "Get lost, bookworm." and when the shy teen tries to get other kids interested in attending an exhibition at the Science Hall, he is laughed at. "You stick to science! We'll take the chicks!" says one mocker, Seymour O'Reilly. Peter, in tears and vowing that someday they'll be sorry, goes to the Science Hall in Oscorp by himself. The title of the exhibition is "Experiments in Radio-Activity."

In Oscorp, they were in uproar because one of the spider genetically altered were missing.

The demonstration begins. The group stands around a machine of undetermined size which has what looks like two red balloons positioned about a foot apart. The idea is to demonstrate the control of radioactive rays as they leap between the two balloons. But a spider descends between the two balloons just as the radioactivity is unleashed. The spider absorbs a great amount of radioactivity. The dying arachnid, in shock bites the closed living thing.

"Ay! A spider bitted me. Huh, why does it burn so much? "Peter says while rubbing his hand.

Meanwhile the spider escapes with just a few second of life in his radioactive body.

As a result of the bite, Peter feels light-headed and flushed. Everything starts to seem blurry. "I feel a little weird, I-I need some air" as Peter stumble on his way out he hears an "ouch" from a female but is easily drowned for the man who led the demonstration, Dr. Eric Schwinner, observation of "It seem that the experiment unnerved young Parker". He note that the reason that he see blurry are his glasses, once he take them off his sight came back better than ever.

Peter wanders out into the street feeling as though his entire body is charged with some sort of energy. He is so absorbed in this sensation that he doesn't see the blue sedan barreling down on him. He leaps away at the last instant only to find himself able to stick, with his back and hands, to the wall of a nearby building. Marveled at this and also curious, he tries to climbs the building and realizes that the only parts of his body that he can't stick are his feet. Taking off his shoes and tying them over his neck, he is able to stick his feet too. He climbs to the top of the building, then, onto the roof, where he accidently crushes a steel pipe as though it were paper. He quickly realizes that he has acquired all of the abilities of a spider proportional to his size.

He returns to the street, trying to think of what to do with this unbelievable ability which fate has given him.

Only minutes later, he stumbles upon a wrestling exhibition. The sign says "$1000 to the man who can stay in the ring three minutes with Crusher Hogan" and Peter decides this is a good way to test his power. He runs home and puts on some old clothes, a white turtleneck sweater some pants and very slims shoes. Afraid that he may be a laughing stock, he disguises himself by covering his head with fishnet stocking. He come back just in time to see Crusher finish his last victim.

"I think I'm going to give it a try for those thousand dollars" Peter says aloud. Some people laugh at him but minutes later, he is in the ring, challenging Crusher Hogan. Crusher thinks he's got an easy mark but, when he moves in, his opponent leaps over his head. Peter is amazed at his agility and didn't see Crusher turn around and charge at him again. Like a sixth sense, Pete feels the danger and leaps again and with astonishing agility dodges Crusher attack.

"It works" Peter marvels while he dodges Crusher punches "I have the speed, agility…" The masked man picks Crusher up with ease and scales one of the poles that support the ring "and the strength of a huge spider!" Crusher, terrified by the whole thing, immediately concedes the match. "Okay, okay, you win, just let me down"

The crowd loves every minute of it. "I can't believe I'm filming this" says one; "Greatest act I've ever seen!" says another; "Sensational! Fantastic! And that mask gives him just the right touch of mystery", says people keep going. But one man, smoking a cigar and dressed in a purple suit and blue hat, thinks he has found just what he is looking for. As the masked Peter counts his winnings, the man introduces himself as a "TV producer and agent Maxie Schiffman" and tells the young man that "with your act I can make you a fortune! You have to keep the approach with the mask! It's going to be an amazing show!"

"Ok, thanks"

The next day at school, everyone was talking about him. Apparently someone had put a video of him on the internet with huge success and they were calling him spider-man.

At home, Pete decides to really spice up the showmanship, before calling his agent, by creating a spider costume. Despite all the tools in his room, Peter doesn't have the tools to make the costume, so he goes out to get them. Once again in the safety of his room, inspiration stuck him. After restless hours of work and tests, Peter finally has his invention, twin devices worn on his wrists which can shoot thin strands of special web fluid at high pressure. The web fluid is a shear-thinning liquid, virtually solid until a shearing force is applied to it, rendering it fluid. On contact with air, the long-chain polymer knits and forms an extremely tough, flexible fiber with extraordinary adhesive properties. The web fluid's adhesive quality diminishes with exposure to air. He called it "web-shooters", which make him exclaim "Only a science major could have created a device like this!"Then he crates cartridges which contains his formula with the especial webbings. He adds a belt to the costume that can hold up to 30 cartridges. He dons his red a blue costume with webs pattern and a spider in the chest and back and two white lenses for eyes, shoots webbing to the ceiling, climbs it, and uses his powers to stick up there. "Okay, world!" he says, "better hang onto your hat! Here comes the Spider-man!"

_*TTASM*_

The new mystery-man in the spider costume is presented on TV with live viewers. "In all my years in business I have seen acts that attract the flies … but never someone that eat them!" that got some laugh from the audience. "Without further ado, a big applause for the sensational, the spectacular, the amazing **SPIDER-MAN**"

He is captured in a spotlight, climbing down a wall. Even the cameraman is stunned. "I'm seein' it with my own eyes," he says, "and I still don't believe it!" The studio audience is overwhelmed, too, as Spidey snuffs a candle and dangles from the ceiling with his web. "What? You think light bother me? No, the truth is I'm just making sure that moth-man fails to appear at my act"

The TV presenter says "came on funny man. Show us what else you can do" with that two big wrestlers get in scene "you believe yourself a big fighter huh?"One says. "Yeah, wait till we catch you" the second says and he charge against the spider guy.

"What? Without any sort of weapon?" Spidey reply as he dodge an push them making them collide with each other "see, you at least need a rolled paper" the goons stand up and go after Spidey again, so he leaps an stand up side down from the roof "hey, what are you doing up there, I thought that was my thing"

The TV presenter laughs along the large crowd "You're the one who is upside down web-head"

Spidey look around "you know what, you are right. Wait, I'll be right there in a sec"

As Spiderman goes down, the TV producer, Maxie Schiffman, calls a halt to the act. "That's enough. Don't show 'em too much", he says, "Leave 'em beggin' for more!"

At the end of Spidey's TV special, at the chant of Spidey! Spidey! And comments like "Ohmygod, it's so fucking hot", Spiderman get down the stage and he is besieged by requests "Guys please. I would love to stay and chat but I have people to see, things to entangle"

"Mmm, who say something about chat" a woman lift his mask to uncover his mouth an kiss him

"Spidey! The mask! The mystery!" Maxie says.

"Max, you are not fun" Pete reply.

Someone ask for Spidey first autograph. Life magazine wants a picture spread. An agent wants to put him in the movies. A reporter wants an interview. The already jaded youth gives them the brush-off. "See my agent, boys!" he says, "I'm busy!" Then, still in costume, step out in the hallway, and a blonde-haired man runs past Spider-Man with a security guard, Baxter Bigelow, right on his heels. "Stop him!" the guard yells, "If he makes it to the elevator, he'll get away!" But Spider-Man makes no move to intercede and the fleeing man reaches the elevator and makes his escape. "Lucky that goon in a costume didn't stop me!" he gloats.

The cop berates Spider-Man for not tripping the crook up or holding him or something but the web-spinner thinks nothing of it. "From now on I just look out for number one" he says "that means... me!"

Back at home, Aunt May and Uncle Ben present Peter with a surprise present... the microscope he always wanted. Peter is overwhelmed with gratitude. "I'll see to it that they're always happy", he thinks of May and Ben, "but the rest of the world can go hang for all I care!"

"In the days that follow, the Spider-Man becomes the sensation of the nation." Pete continues his amazing act while he garners headlines in the nation's papers. "Who is the Spider-Man?" asks the Daily Voice. "Spider-Man plays to packed house!" says The Viewer. "Spider-Man wins showbiz award!"Says the Daily Chronicle. "Spider-Man slated for new TV series!"Says another paper.

But, then, one evening, Peter Parker comes home to discover a police car in front of his house. The policeman at the car gives him the bad news. "Your Uncle has been shot... murdered!"Says Officer Bernard O'Brien.

The officer tells Peter that a burglar was robbing the house when Uncle Ben surprised him. The burglar killed Ben and fled to the old Acme Warehouse at the waterfront where the police have him surrounded. "Your Aunt is next door, the neighbors are looking after her", the cop continues, but Peter isn't thinking of May. He knows the Acme Warehouse, knows that "a killer could hold off an army in that gloomy old place!" But it won't be so easy to hold off Spider-Man!

Next thing he know, he has change to Spidey and is swings across town to the warehouse whit a purpose. Inside the warehouse, the burglar, Carradine, knows that the police don't dare charge him. "All I gotta do is hold 'em off till the moon goes down, then I oughta be able to slip away in the dark!" he says. But a voice from above contradicts him. The burglar turns to see a costumed figure sticking to the wall ten feet above. Terrified, he turns to run, but Spider-Man leaps past him and blocks his way. He uses his webbing to gum up the burglar's gun, "then my fists will do the rest!" A strong right hand knocks the burglar unconscious.

A cap has concealed the burglar's face but Spidey's blow has removed it. The wall-crawler grabs his opponent by his jacket, lifts him up, and realizes, "It's the fugitive who ran past me! The one I didn't stop when I had the chance!"

Outside, the police decide they must risk charging the warehouse, but is not necessary. The burglar is delivered to them, hanging from a huge spider web.

A short distance away, a distraught Peter Parker with his mask removed, think "it's my fault! If only I had stopped him when I could have! But I didn't... and now Uncle Ben is dead..." So, the youth walks off into the night, remembering the words that his uncle Ben had say so many times "with great power there must also come... great responsibility"

_*TTASM*_

Agent Maxie Shiffman is waiting in Manhattan for his "client" to call while trying to find a way to pay back debts. Due to his classified ad requesting the presence of Spider-Man, Maxie is bombarded by all sorts of men in crazy costumes.

In Forest Hills, Queens, Peter Parker and Aunt May are watching the television program "It's Amazing" while they broadcast news of new superheroes, including the Fantastic Four and the Hulk. Peter thinks about what has happened in his life of late, about Spider-Man, the funeral of Uncle Ben and, him and Aunt May money problem. At school Liz Allen is sympathetic to Peter while Flash Thompson and his friends still treat him like dirt.

A man call to the door and tries to convince Aunt May that he is from a furniture store and that Uncle Ben had ordered her some furniture to be delivered as a surprise, but was unable to make the final payments on it before he passed away. The man tries to get May to pay the final installment on the furniture. Peter smells something fishy so, as Spiderman, follow the man hear him talking to another person, telling him the exact same thing that he said to May. He follows the man to a warehouse, discovers the total scope of their con scheme operations, and is forced into action after confronting the man in charge and trying to call the police. He learns even more about his abilities, using his spider-sense and agility to dodge several bullets, and he realizes that his sense of humor makes the situation less tense. He defeats the men and phones the police.

After visiting home to see Aunt May, he decides to "bite the bullet" and to try earning some money, see Maxie Shiffman, who sets him up with a show date on "It's Amazing."

Flash Thompson has tickets of the show, on which astronaut John Jameson originally was to appear. At the studio, Spidey meets J. Jonah Jameson, director of the Daily Bulge, for the first time. He is furious with him because "A freak like you, stilling the spotlight from my son, a true hero."

Then Maxie introduces Spidey to Supercharger, who he booked onto the show, alongside him, before Spidey agreed. The two, he says, will be stars. Spidey notices his spider-sense buzzing around Supercharger.

Ronnie Hilliard's father was a scientist who was interested in the steadily growing class of superhumans, and performed experiments into the mutagenic effects of superhuman powers. The two worked side-by-side on the project, but an explosion in their power generator during an experiment killed Ronnie's father. Ronnie discovered that the accident had granted him superhuman powers. He is a living battery of electrical energy, enabling him to absorb and release vast amounts of electricity. Enraged at his father's death, he blamed the existence of superhumans for leading his father to his doom, and vowed to use his own superhuman powers to make others turn against superhumans.

Now garbed as Supercharger, Ronnie offered his talents to Schiffman, and was accepted. Supercharger planned to use the event to show the public why they should fear superhumans, intending to murder the entire studio audience

That night, on "It's Amazing," Supercharger enters onto the stage and severely injures the co-host. He rants about his powers and tells his origin while threatening the audience with death. Spider-Man suddenly realizes he must do something, and during the villain's speech, he tries calling the police, but the line is dead. He decides to head for the Baxter Building, but he hears a woman scream and rushes into action, realizing he cannot leave the people, that he must stop Supercharger.

After being nearly defeated, he hears the crowd's cries, and concocts a plan to subdue Supercharger by hooking him up to the generators and "broadcasting" the power out of him. The crowd cheers Spidey, and afterwards, Maxie confess to the fact that he had some gambling debts and was desperate. Spidey tells him to give the profits from the show back. At the end, J. Jonah Jameson begins to hate the web-slinger because "he feels that he's better than normal people" and Spider-Man at last realizes what his dogma of power and responsibility means, and he knows at last that no matter what the circumstances, heroes find a way.


	2. FF Cham Vulch

**Spider-Man Meets the Fantastic Four; Who of them is the Chameleon?!; Duel to the Death with the Vulture!**

In his bedroom, teenager Peter Parker removes the upper part of his Spider-Man costume and throws it against the wall in frustration. His Uncle Ben is dead... "All because I couldn't be bothered to stop the Burglar when he ran by me"

Now dressed in blue pants, white shirt and black vest, Peter Parker comes downstairs in time to hear Aunt May stalling off the landlord by promising to pay the rent next week.

Pete knows that "Without Uncle Ben, we've no money to pay our bills" so he tells Aunt May "I've to quit school and get a job"

But Aunt May won't hear of it. "Uncle Ben always dreamed of you being a scientist someday". She can't let him give up that dream.

Peter tries to think of some way to make money. He knows that, with his spider-powers, he could become a world-class thief, robbing safes by clinging on walls outside windows, hanging on the ceiling unseen, opens a safe, or webbing money bags right out of armored cars. But he also knows that is not what Uncle Ben wanted and if he is caught, it would break Aunt May's heart. So, he comes to the conclusion that there is only one solution. He must go back into show business. He decides to call his agent tonight.

A few days later at school all of the kids are abuzz with the news that Spider-Man is performing again. The show is that night and only costs a dollar. All of the teens decide to go except for Peter Parker. While busying himself with test tubes in science class, he tells the others that he can't go. They brush him off. "Aw, who needs that walkin' bookworm anyway?" one student says. But of course Peter Parker can't be in the audience. He is on the stage as Spider-Man putting on a show of web-shooting, wall-crawling, and ceiling-clinging for an astonished crowd. After the show, the agent Maxie tells Spidey he can't pay him in cash. He asks him for his name so he can write a check. Spidey tells him he cannot reveal his real name. "Just make the check out to Spider-Man!" he says. The agent complies but warns the young man "you'll have a mighty tough time cashing it".

And, sure enough, when Spidey brings the check to the bank, the teller asks for some I.D. "What about my costume?" Peter asks. "Anyone can wear a costume" says the teller. "I need a social security card or a driver's license in the name of Spider-Man". Needless to say, he doesn't have anything like this.

At that precise moment three guys decided to rob the bank.

"Hands in the air and no one is gonna get hurt" the first one says.

"Fuck that, gimme the money or I'll kill ya all!" the second one, more impatiently, says going to the tellers.

The third goes straight to, who Spidey realize is, Anna Watson, his neighbor and friend of aunt May. She is with someone, that Peter can't see, except her red hair due to the angle at which they are located. He take Anna by the elbow "Ok people, you lot too empty your thing here starting by you old hag… wow!" he seem to catch sight of the red head and lost train of though.

"That's kind of rude of you, don't you think?" now, with Peter speaking, all attention is draw to him.

"What the… what up with you weird clown, you have a death wish?"The second and most close one to him said.

Mock indignant Spidey reply "Hey! I'm not a clown, I am a spider! Though, I suppose I could liven up parties" end with his right hand on his chin in a pensive pose.

The second, still holding Anna elbow, reply "What the fuck are you talking about?" he points his gun to spider-man.

"I talking about the lady, why don't you let her go and we talk it like gents" the second and third look at each other and laugh aloud "I guess is not gonna happen"

"Just shoot him already" the first one, that had been quiet decide to speak.

With his spider-sense warning him that the third guy was gonna shoot him, Spidey took his gun with a stand of web. Immediately he took the second's gun too. "What the …?" while the second and third are surprised by their weapons been snatched of their hands, the first points his to Spidey and opens fire. Everyone look amazed as the guy shoots again and again and spider-man dodges dancing and jumping until he get close enough to snatch his gun too. Then Spidey push him against a wall and web him to it.

While the third guy is still in shock, the second took a knife out "mother fucker, I'm gonna gut you"

"Oh my god! No, no, no!" Spidey fell to his knees and tries to cover himself with his hands and arms "is that a real knife?!"

"That's right, insect" He gets a little smug.

"Nooo! You found my weakness! Small knives terrify me! Please, please get it away from me" Cower the Spider.

When the guy gets closer, Spidey slap the knife out of his hand, spin the thief around and around shooting web and trapping in a sort of cocoon of web.

"And I am not an insect, spiders are arachnids" Then he leaps in front of the third guy, who came out of his shock with a little frightened jump and tries to run to the door .

"ma'am, are you ok?" ask Spidey looking to Anna as he web-shoot to the runaway thief and pull him back.

"Ah yes dear, thank you, but who are you?"

"Ah, well, I… I am your friendly neighbor Spider-Man" finish Spidey with a small bow

The first guy, the one stuck to a wall start to threaten Spidey "am gonna find you asshole an' am gonna kill ya, I'm gonna kill your family, I'm gonnaaahhh…!"Suddenly his eyes open wide, his mouth forms a 'O' in a silent scream as Spidey web-shot him in the groin.

Next, he turn to the third that was back on his feet, he use the same strand that was attached to the thief back and stick the other end to the roof leaving him hanging. Police sirens can be heard approaching and Spidey decide that's his cue to leave.

"Well, I'd love to stick around, but you know, I have flies to catch, things to tangle, climb some walls ... or something like that"

He quickly attaches a friendly note to the hanging thief and parts. As he leaves, feeling good and proud of himself, he hears "oh, aunt Anna are you sure you're fine?" "Yes honey, I am perfectly fine, don't worry."

_*TTASM*_

In a newspaper office, a man with a mustache, thick black eyebrows, and graying hair at the temples sits at his typewriter and writes an article that he hopes will run Spider-Man out of town.

The next night, when Spidey shows up to do his act, the agent tells him "there will be no show tonight or any night". He shows the web-slinger a newspaper with the headline "Spider-Man Menace".

The article has gotten everyone so worked up that the web-slinger is likely to get tossed in jail. This baffles the teen. "What have they got against me?" he wonders "What have I done?"

The writer of the article is Daily Bugle publisher J. Jonah Jameson and he is not content with running editorials. He gives lectures all over town denouncing Spider-Man for taking the law into his own hands and for being a bad influence on kids who will try to imitate him and make him a hero. Jameson calls for Spidey to be "outlawed". He believes "the youth of the nation need to learn to respect real heroes. Not a masked menace like Spider-Man who refuses to even let us know his true identity but someone like his own son, John Jameson, astronaut". And just to emphasize his point, JJJ holds up a headshot photo of his son in his test pilot helmet.

At a newsstand, Peter Parker can't get over it. "How do other superhuman guys like the Fantastic Four and the Ant Man get away with it?" He wonders. They always have money and nobody denounces them. The newsy is no help. They don't even believe Spider-Man exists, they think it's all a publicity stunt.

Peter buys a paper and search through the want ads. If he can't make money as Spidey, then he needs to find a part-time job. But he runs into nothing but frustration. Then, just after being rejected by an employer who "ain't lookin' for a school kid", Peter spots Aunt May on the street. He follows, spying on her, and sees her go to a pawnshop to pawn her jewelry. He realizes that she is desperate for money but is concealing it from him.

In the midst of his frustration, a newsboy walks by hawking an Extra edition. The big news is that John Jameson, son of the publisher is going to orbit the earth in a space capsule. Peter seethes when he sees the paper. It is because of Jameson that he can no longer perform. He pounds on a wall in frustration. He's got to earn money somehow but with nothing to do, it means that Spider-Man will again stalk the city by night!

_*TTASM*_

Peter is at home when he notices a magazine he owns which is all about the Fantastic Four. This gives him an idea of a way to make money... joining the Fantastic Four!

He makes his way to the Baxter Building, thinking "They'll probably jump at the chance to have a teenager with super powers working with them!" Inside, he looks for the button for the FF's private elevator but he can't find it. He remembers that the elevator can only be summoned by a special electronic beam that only the FF members have. Pete is not about to let this stop him. He uses his spider-strength to force the doors open, but the elevator is parked right above him. There is no room to crawl around it so he has to come up with a different plan.

Minutes later, Peter, now dressed in his Spidey outfit, is climbing the Baxter Building. Below in the street, a crowd gathers to watch.

Inside the building, an alarm goes off, letting the FF know that someone is trying to break in just as the Human Torch was having fun setting the Thing's newspaper on fire. Mr. Fantastic (Reed Richards), the Torch (Johnny Storm), and the Invisible Girl (Sue Storm) go over to the Security Surveillance System. They spot Spider-Man all set to enter the building.

The Thing, Ben Grimm, is still reading his burning newspaper.

When Spidey finds an open window, he thinks the Fantastic Four are just careless but of course he doesn't know of 'defense measure B'. The web-slinger leaps through the window, telling the FF "you shouldn't make it so easy for people to drop in". Then a transparent 'plexi-glass cage' drops down from the ceiling and seals shut in front of him. Spidey has the strength to pull the plexi-glass door open which doesn't suit Reed Richards.

"That device cost us thousands!" he whines, "If you wreck it..."

"If you were concerned about it getting wrecked, you shouldn't have deployed it at all" Just as Spidey exits the cage, the Thing steps up to teach 'this squirt' some manners. He punches Spidey right in the jaw.

"Oww!" says the web-slinger. "Ya big ape, who do ya think you're pushin' around?" The web-head scoops the Thing up and throws him. The big orange guy collides with the Human Torch. "That's what I get for pullin' my punch," says Ben Grimm.

Mr. Fantastic stretches one of his hands out to the size of tire and tries to grab Spidey. The spider leaps up to avoid the hands, and then sprays webbing all over Mr. Fantastic's arms. "Just consider this a little exhibition," he tells Reed. 'He caught my hand in that net of his' thinks Reed. No matter how much he stretches he cannot pull free. He is temporarily out of the fight.

Then the Invisible Girl takes her turn. She turns invisible, and tries to hit him. But the web-head's spider-sense kicks in and allows him to evade the attack. When he looks around to see who try to attack him and sees no one, he wisely deduces that the Invisible Girl did it. He shot some webs until one hit her. Once he spots her, he webbed her up.

The Human Torch, once he frees himself from The Thing, is next to step in. He flies around, creating a circle of flame around the wall-crawler. Spidey avoids this easily by leaping up to the wall, then up to the ceiling. When he returns to the floor, he is joined by Mr. Fantastic, who has freed his hand from the webbing and now spreads his body out so that he becomes a living wall. The Thing stands behind him, yelling and going for 'another crack' at Spider-Man but Reed Richards only wants to know the reason for the visit.

"It's about time someone asked me," says the web-slinger. Spidey explains that he wants to join the Fantastic Four. He has shown what he can do. Now he wants to know what he would get paid. "I figure I'm worth your top salary," he says. But our hero doesn't get the response he expected.

The Thing says "That kook has rocks in his head." The Invisible Girl explains "the FF is a non-profit organization." Mr. Fantastic says "We pay no salaries or bonuses." The Human Torch says, "You came to the wrong place, pal."

Then one of the four mentions that Spidey is wanted by the police. "Hey aren't you the guy from the paper, the looked by the police" The Torch realizes.

"I didn't do anything wrong! So is true, no good did go unpunished" He quickly exits out the window.

The Invisible Girl tries to call him back. She thinks they could have helped Spidey in some way. The Thing is glad he's gone. Mr. Fantastic says "I have a feeling we'll be hearing more from that young man in the future."

"Why didn't he phone for an appointment like anyone else?" asks the Torch.

"Cause he's a teen-age pest show-off just like you" says the Thing.

_*TTASM*_

Born a Russian citizen, Dmitri Smerdyakov was the half-brother of Sergei Kravinoff. His parents were Sergei's father and Sonya Smerdyakov, a servant girl. He was taught to hate himself from his arrival in the Kravinoff family. His father hated the sight of his face and his mother considered him a humiliation. The only member in his family who barely tolerated him was the legitimate son Sergei, who was also abusive towards him. In order to impress Sergei, he entertained him by using his impersonation skills on his neighbors and friends. Dmitri was so deeply scarred that he repressed his very identity and came to believe he had been friends with Sergei through his acting.

His ability to impersonate eventually brought him to the attention of the government, who trained him as a spy. He relied on his skills and a mixture of costumes and make-up to conceal his identity. He wore a multi-pocket disguise vest in which he kept the materials he would need to mask himself at short notice.

At one of the many defense installations at the edge of town, Dmitri, under the alias 'The Chameleon', has captured and tied up a janitor. The Chameleon is going to impersonating him with make-up, wigs, and masks. His face is completely concealed with a white mask. He wears orange goggles over the mask. His real treasure the 'multi-pocket disguise vest'; a yellow garment that hangs down past his waist and is covered with pockets in which he stashes all his masks and the materials he would need to mask himself. With the janitor safely bound and gagged, the Chameleon assumes his identity in order to get into a restricted area of the plant. Once there, he removes the dark hair and mustache of the janitor and puts on the white hair, white beard, white lab coat, and glasses of Professor Newton in order to get right into the lab. There, he steals some vital documents, a portion of the plans for a classified missile-defense system. He figures that others countries will be willing pay lots of money for these stolen plans.

That night, back at his hideout, the Chameleon catches a news report on TV about Spider-Man's visit to the Fantastic Four. He looks at the headline of the Daily Globe, which reads, "Latest on Spider-Man, Grand Jury Requests Immediate Probe" and puts two and two together. The Chameleon realizes that Spider-Man must have been desperate now that the law is on his tail. The Chameleon correctly theorized that the wall-crawler, wanted by authorities, had sought to join the Fantastic Four as a means of securing a steady income. To cover his tracks, the Chameleon plan to frame Spider-Man for the theft of the remaining schematics.

The Chameleon bides his time, searching for clues about the spider. Finally, after day of search, he manages to cache sight of him, stopping a mugging of an old lady. Then, without been noted because of his ability of camouflage, he is able to attach a note to spider-man 'Meet me on roof of Lark building at ten tonight. It will be very profitable for you.'

When Peter Parker is reads the message, he decides he can't pass up any possible opportunity for some money. He goes to a nearby museum to check out the spider exhibit. When the time comes, he leaves his street clothes on the roof of the museum and heads to the destination as Spider-Man.

At the Lark building, shortly before ten p.m., the Chameleon slips into the employee locker room and overpowers the night shift elevator operator. Assuming that identity, the Chameleon relieves the day elevator man. Inside the elevator, he removes his elevator operator mask and blue elevator operator uniform. Underneath, he is wearing a Spider-Man costume. Seconds later, the Chameleon walks into an office and demands the missile plans. The Chameleon paralyzes the man shooting him with webbing from a gun, but he is fairly sure that the man won't notice these details, due to the sudden movement and surprise.

Of course, the web it's not as strong as Spidey's real webbing and as the Chameleon runs up the stairs, carrying the plans, the man in the office free himself and screams "Spider-Man's heading for the roof with stolen plans!"

The Chameleon once on the roof hides himself. He times it all out so that as the real Spider-Man arrives, two policemen come through the rooftop door. They tell him to "freeze" and demand the return of the stolen plans. Spidey realizes he was too naive and that led him to be incriminated. He shoots a web-line and swings off into the night, kicking himself for falling for the mysterious message.

Realizing that the real thief might have left some clues or maybe still be in the building, Spidey turn around to the Lark building.

He arrives just in time to see the Chameleon slipping on the disguise of a policeman! Spidey catch the Chameleon and leads him, who still has is Spidey outfit under the policeman one, to the police and introduces him as "the guy who stole those plans and impersonated me".

But the Chameleon doesn't give up easily. "Do you really think you can catch the Chameleon?! I can be anyone!" He tosses down a smoke pellet, which obscures everyone's vision, breaks free and runs for it. The police know that all of the exits of the building are guarded so they decide to search every room.

The Chameleon gets into a storage room, fixes his police outfit, wore a mask and some make up. He enters a corridor, joining up with a few cops and Spider-Man. The cops grab Spidey, since he is still looked for the law.

While the cops start to split up to search for him, the Chameleon plans to walk right out the front entrance to the street. Spider-Man suddenly gets a tingle, knows that the Chameleon is very near, and realizes that one of the cops must be a fake. Then he uses his sense to locating the villain. Spidey wrenches free and the web-slinger plan to cover the Chameleon with webbing but, unfortunately, discover his web fluid has run out. He goes for the Chameleon himself when the police start to shoot at him. He manages to rip a chunk of the Chameleon's cop uniform off as he gets away. He jumps out a window and scales the wall. The wall-crawler has had it. "Every time I try to help, I get into worse trouble", he says, "Well, they can catch that spy themselves now!"

One of the cops notices that the Chameleon's cop uniform, ripped, reveals a Spider-Man outfit underneath. So, the police lead the Chameleon away into custody.

**_*TTASM*_**

A few weeks later, New York City is being terrorized by a new criminal called the Vulture. He is equipped with artificial wings that allow him to swoop down soundlessly on his victims, snatch their valuables, and be gone before they know what is happening.

Adrian Toomes' parents died during his early years. Adrian was raised by his older brother Marcus who became paraplegic after a motorcycle incident and the tables turned with Adrian looking after him.

As an adult, Adrian used his intelligence to become an electrical engineer and inventor, which led him to cofound the small firm of Bestman and Toomes Electronics. His business partner, Gregory Bestman, saw to all administrative affairs. Toomes devoted the bulk of his time to his pet project: an electromagnetic harness that would enable its wearer to fly like a bird. However, this inattention to detail proved disastrous when it came to light that Bestman had been stealing Toomes' share of the company.

Bestman assumed full control of the company. Toomes found himself without legal recourse; on paper, at least, Bestman was the firm's sole proprietor. Already an old man, Toomes retired to a farm in Staten Island on his meager savings. There, he continued to develop his flying harness when he found that his electromagnetic harness had granted him superhuman strength. Realizing the potential for revenge afforded by his groundbreaking invention and new-found strength, Toomes created the costumed identity of the Vulture. He ransacked Bestman's office, hoping to uncover incriminating evidence, then vandalized and robbed the plant after his search proved unsuccessful.

Attracted by the easy rewards and thrill of thievery, the Vulture subsequently embarked on a career as a costumed criminal.

_*TTASM*_

In Manhattan, the Daily Bugle Building, at the offices of Jolly Jonah Jameson "I want to devote the next entire issue of Now Magazine to the Vulture" He holds a copy of the magazine in his hand, with an old photo of Spidey on the cover with the word 'Menace', and announces "I need pictures of this Vulture."

Joseph 'Robbie' Robertson reply him "So far no one has been able to snap pictures of the speedy villain. All they have is an artist's drawing."

JJ won't stand for that. "A drawing! I want photos of the Vulture, Robbie or I'll get some new editor".

_*TTASM*_

At Midtown High School, Peter Parker is working hard in science class but Flash Thompson, Liz Allan, and others, even the shy Jessica Campbell, are glued to a copy of Now Magazine.

Pete overhears Liz noting "a photo of the Vulture would be worth a fortune" and he realizes that he has the ability to snap those 'hard-to-get photos'

'I bet magazines pay big money for that kind of pictures.'

Flash tosses the magazine to Peter "take a look at what's goin' on in the outside world nerd." Peter, so taken by his new idea, ends up poring through the magazine and forgets of his schoolwork. The beaker he has placed above his Bunsen burner overheats and overflows. Mr. Warren approaches him, and start a lecture. "Mr. Parker, I can't believe you, ignoring a delicate experiment right in the middle while you pour through a lurid picture magazine." The kids standing behind the teacher think it's all pretty funny.

After school, Peter runs home, opens a drawer and pulls out a camera that belonged to Uncle Ben. In his room, Peter changes into his Spidey suit.

_*TTASM*_

At his hideout, atop an abandoned silo in Staten Island, the Vulture is mulling over the new information he got, Park Avenue Jewelry Exchange is moving a million dollars worth of diamonds to their new offices across town. He takes to the air, heading for Manhattan to put the first part of his plan into action.

Spidey is also in the city now, testing his camera, when his spider-sense alerts him to a flying figure that makes no sound. He turns and sees the Vulture; he wears a green outfit with a white ruff around his collar. His wings are extensions off his arms. He even has green tail feathers. He is so busy with his gloating and thrilled with his plan that he doesn't notice Spidey coming up behind him busily snapping pictures. Spidey is so eager snapping pictures that he doesn't notice a loose brick. He accidentally kicks it and the sound alerts the Vulture to his presence.

While the web-slinger loses his balance, his spider-sense buzz and he is unable to dodge as the winged villain does a flip and kicks the wall-crawler right in the head. Spidey is stunned by the attack. He drops his camera and goes limp. The Vulture, gloating over the ease of his victory, as the web-slinger falls to a nearby rooftop water tower, crash right through it and hit the roof.

Now, with Spidey out of the way, the overconfident villain flies away, ready to carry out his master plan. "The city will be mine!"

But, Spidey has been awakened by the shock of hitting the cold water and fortunately manage to slow down his fall but still hit hard. He doesn't feel like he's in any particular danger. Spidey straights up, thinking 'Got to get up, I can't stay here, can't let anyone discover me. Ohh! My arm! Feels like it's broken! Must have landed on it! Guess I can't complain! Didn't think I'd make it… It probably saved my life! If I hadn't been able to spin around...if I had landed on my head instead… I´m lucky to be alive!'

'Don't think I broke any bones. The arm is probably just sprained! But boy, does it ever hurt! Won't be able to use it well for days.'

When he is able to move, Spidey goes back to the roof of the higher building where he was originally attacked and finds his camera still there and intact.

Back at home, Peter Parker develops his pictures of the Vulture... and they look great. Next, he has to decide to whom he should sell them. He picks up a copy of Now Magazine with the cover banner 'Spider-Man must be caught' and thinks about how much J. Jonah Jameson hates the wall-crawler. "I'd get a kick out of making him pay good money for my pictures without knowing I'm Spider-Man."

_*TTASM*_

J. Jonah Jameson receives a call from someone claiming to have photos of the Vulture. He tells the caller to come right over.

Soon after, 'man, I'm getting faster at swinging, especially combined with sling shooting!' Peter arrives to the Daily Bugle and JJJ's secretary, a sweet and innocent looking brunette, receives him.

"Hello, I'm Peter Parker, I have an appointment with Mr. Jameson."

"Of course Mr. Parker, right this way, he is waiting for you."

"Peter is fine, miss…"

"Betty, Betty Brant."

"It's a pleasure to meet you Betty"

"The pleasure is mine Peter." They arrive to the office "There you go. Good luck."

In the office, Jameson is raving about the quality of Peter Parker's Vulture photos.

"How a kid like you got these shots." Jonah says.

"Ah, that's trade secret." Peter tells Jonah.

"Fine! Whatever" JJ doesn't want to let go of this amount of money but he can't denied that the pictures are excellent. All he wants is to put them in the next issue of Now Magazine. They will be sure to make the issue a sell-out.

He tells Pete "I will have Miss Brant issue a check...immediately". Peter agrees but reminds Jameson that he doesn't want his name used. The credit should read 'a Now Magazine Staff Photographer'. Jonah reaches for his intercom to contact Betty Brant and then He puts his hand on Peter's shoulder "I'm willing to buy any other great photos. In fact, I'd love some shots of that public menace, Spider-Man."

As Betty gets in the office Peter says "I have to ask, but what are your real motives to slander Spider-Man that way, I mean, there are a lot of people out there who think he is a good guy."

Betty Brant, Jonah's secretary, agrees. "I've heard some of our readers mention that they think you're jealous of Spider-Man for some reason", she says. Pete is surprised to hear that he has an ally in Betty. He suddenly realizes how pretty Betty is, as well.

Jonah answers them "my only motivation is to make money. The more I attack Spider-Man, the more people read my papers!" Peter doesn't buy this explanation.

"Now, go out and buy yourself some nice thing!" he says giving Peter the check. Jonah may think he's just a typical teenage consumer but Pete has more important things to do with the cash. He go home, eager tell Aunt May that he has paid the rent for a full year.

Then, he gets busy right away adapting his costume. He encounters some problems using his injured arm, but as long he doesn't exert too much force on it, he okay.

Originally, the costume was only going to be used in his stage act but now that he has chosen the life of a super-hero, he needs to make some adjustments. He revamps the belt so that he can attach a miniature camera to the buckle, fills the web cartridges and adjust the formula to make some of them to last different amount of time, from ten minute, one hour and two hours. He puts the belt on and is pleased to see that it all fits comfortably.

That night, Spider-Man is out on the town, hanging upside-down right by a billboard that advertises 'The Spider-Man Menace! A New Series by J. Jonah Jameson. Starting today in the Daily Bugle.' A big picture of Jonah's sour-looking face accompanies the text. But then the web-slinger spies something more interesting.

"Three punks casin' a jewelry store." He swings over to keep an eye on the situation. Sure enough, as soon as the owner locks up and leaves for the night, the three men sneak back to the store. Before they can actually break in, Spider-Man constructs about a dozen hoops out of webbing and drops them over the men, trapping their arms.

"Who...?" asks one guy. "Well, it's not Batman" replies Spidey. Two of the Thieves think they've had it but the third one, Charlie, is smarter than that. He threatens to sue and he's "I'll sue you for assault and battery; I got witnesses to prove it!" He gives a glance to the other two and when they don't answer, he kicks their shines.

"Yeah, that's right!" says one of his two witnesses. Charlie continues his tirade "There is no law against the three of us walking the street at night. You're a menace", he says, "just like J. Jonah Jameson says!" Spidey realizes he is right. Since he attacked before the men actually did something illegal, he has no evidence that they were doing anything other than taking a stroll.

Soon, all three men, facing in different directions are calling for the police. Eventually, a beat cop walks up and one of the thief reports "Spider-Man attacked us for no good reason". Spidey realizes it is three against one so he leaps up to the hood of a car, then up onto the wall of a nearby building.

Charlie yells out, "Get 'im down from there! Shoot the bum!" Spidey must content himself with the knowledge that he did prevent a robbery. With the webhead gone, the three punks laugh it up big time.

Back up on the roof, Spidey looks up at the JJJ billboard and decides "it's all his fault. Because of him even cheap crooks go against me!" then he hears sirens that give him pursuit for a while, until he loses them.

The following morning, still angered to Jonah, Spidey decides to head over to the Daily Bugle and pay him a visit before school. When he gets to Jameson's office window, however, no one is there. He opens the window, enters the room, and leaves 'a little souvenir for him to prove I was here.'

A few minutes later, J. Jonah Jameson walks in his offices wondering if what that guy, Charlie, had been saying is true, about Spider-Man attacking him "What a scoop it would be if I proved it is!" He removes his hat and coat, loosens his tie and sits in his chair to find that the 'little souvenir' that Spidey left was a nice chunk of Spidey's adhesive webbing and JJJ finds himself stuck. Jonah stands up and the chair comes with him. "MISS BRANT" Betty rush to the office. He orders his gawking secretary to fetch another pair of trousers for him.

Betty gets the fresh trousers and runs into Peter on her way back to Jameson. "Hi, Betty" "Hi, Peter" Betty asks Peter "Can you take the trousers to Mr. Jameson since he is in such a bad mood, I hate to face him". Peter, who have came just to see this, is happy to do so. He enters the publisher's office. Jonah is standing behind his desk in his boxer shorts. Peter hands him the fresh pants and JJJ berates Parker for not bringing in any good pictures lately.

"What? I just give you pictures, yesterday!"

"Not of Spider-Man! I want something incriminating! Where were you last night? The news are that Spider-Man was spot yesterday and I have not one measly photo from you!" Jameson berates Peter.

"I was home last night. I've got to sleep sometime" He says.

As he leaves, Betty, who apparently hears everything says "don't feel badly. I may only be J.J.'s secretary, but I think you're wonderful!"

Later, in the school yard at Midtown High, some volley ball practice is in progress and Peter is walking on air.

Flash tosses a volley ball Peter's way and he, on instincts, tries to catch it with his sprained arm and fail "Here butter fingers, think you can toss that big, bad heavy ball all the way back to me?" Taunt him.

Peter thinks to himself fuming 'If I used my Spider-Man strength, it would go clean through you, loudmouth!'

As school gets out, a bunch of the kids plan to head over to Park Avenue. A brunette, Jessica Campbell, shyly invites Pete and he agrees to come along.

Pete, Flash, Liz, Sally, Jessica and a few others arrive at the scene. Liz says "it's like a carnival". The press is there and the area is cordoned off. The police are stationed on every nearby roof. An armed helicopter is stationed overhead.

An armored car arrives to carries the gems. Squad cars drive on either side of it. The helicopter flies right above. The cops on the roof are watching the sky, actually hoping that the Vulture will make a try for the diamonds.

The armored car reaches its destination. Five uniformed guards armed with shotguns make a protective ring around the back of the car. A man in a purple suit and hat walks out of the Jewelry, carrying a small case filled with the jewels.

While the guards are scouring the air, the Vulture crosses them all up by popping out of the car as the metal doors of the car open at just the right moment, snagging the case with the jewels, so quickly that the guards don't even have time to fire their guns, and flying away.

As they start to shoot and the helicopter take pursuit, Pete slinks away. "Look gang!" says Flash, "Little Petey is chickening out!"

'Damn, I always end up looking like a loser' Peter Parker changes to Spider-Man. He is fascinated over the way the Vulture has fooled everyone 'How did he get inside of that armored car?' He climbs the wall of a nearby building, and then stands on the roof, preparing his new belt camera to automatically shoot. Then the wall-crawler attaches webbing to a chimney on his right and to a TV aerial on his left, stretches way back and shoots himself halfway across and above the city in a giant slingshot.

"woooaa, these is awesome, I love it!"

When he starts to drop, he shot some webs and swinging at great speed. Soon he gets a tingle that indicates that the Vulture is in the area. He looks to his left and sees the Vulture flying by. Swinging on his webbing, Spider-Man follows.

The Vulture, however, looks back to see if any cops are on his trail and spots the web-slinger. He does one tricky maneuver around the corner of a building that allows him to double-back and get behind Spidey. The wall-crawler realizes that he's lost sight of his prey but the spider-sense warns him that the Vulture has sneak around his back.

He leaps out of the way but not fast enough. The Vulture clips him with a wing and which makes Peter let go the building wall and fall. Spidey shoots some webbing and snags the Vulture on his foot. Then he pulls himself up and soon has his left hand around the Vulture's ankle. The Vulture tries to shake the web-head off but Spidey stick to his ankle and don't let go.

"You think you can defeat me? The sky is my territory!"

"Then I will have to take you out of your territory." Peter sees the Daily Bulge building "maybe I can kill two birds with one stone. Pun intended."

Peter spot Jameson's office, shoot a web-line to have leverage, and with all his strength, swings the Vulture by his ankle and throw him through the window. Spidey quickly follows.

"Nobody worry, I have come to save the day!"

Inside the office, the Vulture was standing up of the floor and J. Jonah stand there in his wrecked office with glass in the floor, desk flipped and papers flying everywhere.

"I knew it! You two are working together! You are a menace! You thief," he point to the Vulture "you will soon be in jail. And you," now he signal to the spider "sooner or later I'll learn who you really are! And when I do, am going to make sure you'll get what's coming to you! In spades!" Pete decides to give him what's coming to him right now. He webs up the lower half of Jameson's face, shutting him up.

Spidey calls out "All right, Vulture, play time is over! Here's where we separate the men from the boys!"

And the Vulture pulls out a gun. "Well, you won't stay that way for long! Even you can be stopped by a bullet!"

Spidey sticks his gun up with webbing, calling "Maybe so! But first you've got to be able to fire that bullet!"

Vulture calls out "Bah! Guns aren't my style anyway! What does the mighty Vulture needs a weapon for when I've got my wings?"

Spidey replies "You'll have a harp too, by the time I'm through with you!"

'I can't fight as well at close-quarters! I need room, space to use my wings to their best advantage!' The Vulture flies out to the office and by Betty, sending her scurrying, her work papers flying, calling "Wha-what's going on?"

"You stay here, Jameson! From now on, it's a private battle between the Vulture and me!"

Jameson replies "NO! No! You two will wreck the place! Let him go! Leave him to the police!" Well at last he tries, all that come out is "Mn! Mn! Nuu tu nn jheeb hth nmnnm! nne eej oo! Eejjk eej oo nne homm!"

Spidey goes flying out of the office thinking 'There isn't time! If he gets a chance to fly off, we may never trap him again!' Betty ducking him "Oops, get to the side of the road cutie!" Betty calls out "This must all be a bad dream!" Jameson runs through the office after Spidey, shouting "Police! Someone call the police! Those two maniacs must be stopped!" Well trying. Betty in return calls back from beneath the desk "H-here Mr. Jameson, where it's safe!"

Spidey and the Vulture go fighting among the Daily Bugle offices, Spidey thinking 'He's trying to find a window he can fly through! I've got to stop him!'

The Vulture calls back "I warn you, Spider-Man! Stay out of my way, while you still can!"

Spidey replies "Mister, I thrive on warnings! In fact, someday I'm going to write an article for the reader's digest titled 'The most unforgettable warning I've ever known!'

The Vulture shouts out "Very funny!" swiping at Spidey as he does so, and Spidey replying "You missed by a mile!" The battle continues.

'I need more room, ah! The stairs!' as he flies up the stairs 'If I can't make it to the window I'm to the roof! Spider-Man can never defeat me!"

Spidey uses a web-line to go up the stars. Some bystanders call "Who's chasing who?"

The Vulture, seeing he won't make it to the roof before Spidey catch up with him, goes flying through a rooms 'This is more like it! I'm in the press room! I've enough flying space again! I'll destroy Spider-Man forever now if he's fool enough to follow me here!' Spidey does indeed follow him there. Spidey leaps onto the Vulture's back. Vulture calls "Hey - wha - you!"

Spidey quips "Well, it sure isn't the lone ranger! Didn't expect me so soon, did you?"

The Vulture flies up calling "You just made your last fatal mistake, Spider-Man! I'll shake you off like a dog shakes a flea!"

"I think your modesty is what I like best about you, Vulchy!" Spidey replies.

Vulchy replies "Let's see if a wisecrack will help you once I'm done with you!" Spidey reflects 'I've got to keep ribbing him! My only chance is to make him so angry that he won't notice my injured arm!'

Suddenly the agile Vulture changes direction and zooms up towards the ceiling with telling effect. He hits Spidey on the ceiling, on his sprained arm. Vulture calls "Hah! I caught you off guard!" Spidey is shaken off and hit the floor.

He goes after the Vulture as he gets to a window, thinking 'Got to reach the Vulture before he flies out of range!' He's heading out the window, and halts 'My spider sense warns me he's waiting above! It's a trap!'

Without going out, Spidey stuck only his good arm out, and without looking, only guide by his senses shoot a web-line and stuck the Vulture.

The Vulch, who was hoping to be the surpriser and no the surprised, could do nothing but to be pulled and punch in the face by Spider-Man.

Vulchy went to stop face down in the roof where Spidey webs up the Vulture's wings.

"Well, playmate, this is where I get off! I'll let you solo down the rest of the way!"

The Vulture calls back "You haven't seen the last of me, Spider-Man!"

Spidey reply "You mean you're gonna flap your lips to the bitter end?"

Just then, the police helicopter arrives on the scene. It lands right next to the Vulture who is knocked out. As Spidey takes pictures from a hiding-place, the cops pick up the no-longer-flying villain, remove the small case from his suit and whisk him away in the chopper.

Minutes later, the Amazing Spider-Man vanishes to be replaced by innocent looking Peter Parker.

As innocent looking Peter leave the park, thinks to himself "The worst thing about being Spider-Man is changing clothes a million times a day." Peter walks into the office, and he fines Betty still sitting under the desk. "Hi Betty! What are you doing behind that desk?"

"It's the only safe place, Peter! This office was a madhouse a few minutes ago!"

Peter asks "Mind if I join you?"

"Be my guest." The two snuggle up together under the desk in the office, and Betty asks "By the way, were you here while Spider-Man was battling the Vulture?"

Peter replies "Me? Oh, I, yes, I was...hiding in a closet. I'm afraid I'm just not the heroic type."

The two share a gaze for a moment as she responds "Neither am I. Maybe that's why I like you so much, Peter! At least you don't pretend to be what you're not."

'Boy, if only she knew!' thinks Peter.

Jameson comes storming in, still trying to speak through the webbing and Betty says "Look! Mr. Jameson can't talk! I wonder what's wrong with him."

Peter replies "Wrong? It's an improvement. Here, rest your head on my shoulder, brown-eyes, and let's enjoy the silence."

Betty replies "But what will Mr. Jameson say?"

Peter responds "Nothing, baby…for at least an hour!"

_*TTASM*_

Later that same day, Peter Parker offers the latest Vulture-Spider fight photos to J. Jonah Jameson.

Jameson says "I'll admit that's a fine picture of the Vulture and Spider-Man, Parker, but I can't pay more than ten dollars for it! After all, he's been seen all over town! And I already have pictures of both of them! I want something different!"

"What? These are pictures from the fight of the Vulture and Spider-Man! Nobody have them!"

"Those two wrecked my office and now you are trying to let me dry! You want to put me out of business!"

"Skinflint" whisper Peter. Then aloud "Come on, Mr. Jameson! Nobody's taken a close-up from Spider-Man like this before!"

Jameson replies "well, all right, I'll pay twelve fifty. You are stilling for me Parker!"

Meanwhile, in a nearby prison, Adrian Toomes stands in a cell and curses the name of Spider-Man. He vows "I'm going to get free and... develop a flying power that Spider-Man cannot overcome! And then, wall-crawler, you better watch out!"


	3. Sand Enfo

**Nothing Can Stop the Sandman!; The Enforcers**

A gang of teenagers, among which are Peter Parker, Flash Thompson, Liz Allan, Seymour O'Reilly, Sally Avril, Jason Ionello, Tiny McKeever, Carl King and Arnie Gunderson, are in a local bowling alley watching the television program entitled 'Spider-Man... A Force for Good or Evil?' The show is hosted and sponsored by publisher J. Jonah Jameson so if you have any doubt how it going to go, Jonah spells it right out for you at the start, blurting out, "I say that Spider-Man belongs behind bars!".

Flash declares "I think Spider-Man's the coolest".

Peter decides to talk against Spider-Man in order to allay any suspicion. "I don't know, Jameson may be right, after all, nobody knows a thing about Spider-Man."

Flash contemptuously declares "What would you know? I bet that you would faint if you ever caught sight of Spidey."

Liz sighs "Spider-Man must be real handsome under that silly mask".

Flash suddenly tells Pete "Get lost. This is a bowling alley, not a knitting parlor"

"Shut up Flash. I invited him, and you are not the owner of this place to decide who leaves and who stays!" Liz defends Peter. Flash huff, Sally snicker, Carl glares at Peter, Peter is amused and the rest are confused. Why is 'Puny Parker' with them and why is Liz defending him?

_Flashback (two days ago)_

Liz, Sally and Connie are walking down the hall when the pass by Peter "I can't believe Flash said that, he is so insensitive" said Connie. "I don't wanna talk about it, I'm so mad at him! Argg!" replied Liz. "You know, you should go on a date with someone else to show him! That would make him furious" Sally said with a sly smile. And that's when Liz and Peter eyes cross paths. Liz smile. "Wha- you are not thinking of asking Peter, are you?" but Liz ignored Sally.

_End Flashback._

Since then, Peter had gone to see a movie with Liz, to eat ice cream and Peter has joined the gang for the past two days. Sally has put up a fight at first but Liz pays no heed to her. "Look I know you have to end your friendship with Parker to be popular, but with me thing are different, I'm the prettiest student at Midtown High!"

Sally Avril and Peter Parker were friends since Elementary School. But by the time they arrived at Midtown High School, Peter had drifted apart and from that point, Sally wanted nothing to do with Peter, shooting him down when he asked for a date in favor of 'dream boats like Flash Thompson' and coaxing Liz away from Peter rather than offer sympathy after the death of his Uncle Ben.

In the bowling alley, Jonah's TV show continues (JJJ offers "a thousand dollars to anyone who can disclose Spider-Man's true identity".) Peter Parker thinks 'There's even a limit to Spider-Man's patience'.

Sally says "Jameson is an asshole, and the worst is that most of people listened to him"

"I know! Spidey is the good guy! Remember the fight with the Sandman!" reply Jason.

Peter can remember it.

_Flashback (a week ago); Peter's POV_

I was about to leave through the window, in my Spider Suit, when my spider-sense warn me that someone could see me. I can't be seen leaving the house! I have been Spider-Man for a little more than a year now and I have learned to use and tell apart the different warnings of my spider-sense, from immediate danger, to a near threat and even to the simple danger of his secret been discovered. I couldn't see anyone outside and I realize that it come from Anna Watson's house. That's weird; Mrs. Watson must be watching out the window again, it has happen a lot lately. Aunt May was over there too. Apparently Mrs. Watson's niece had been staying with her again. Aunt May have been trying to set him up to a date with, I think her name was, Mary Jane. She must be a dowdy girl. I have been running out of excuses to dodge that date.

I had to wait almost twenty minutes but, according to my Spider-sense, the path is free now.

Soon after, I'm standing on the top of a water tower when I see several police cars racing along below. I spot a man in a green striped shirt and tan pants scaling a ladder on his way to a roof. The least I can do is nab this guy for the police. Then I leap down to wrap things up quickly. But while still in mid-leap, I get a good look at my opponent and am shocked by his decidedly sandy appearance.

"Who the hell are you?!"

The green-shirted man introduces himself "I call myself the Sandman! Now any other dumb question?"

"Oh, yeah I have heard of you" I thought the reports were just a gag "have heard you are wanted by the police from Maine to Mexico."

He pushes me aside "I got me a couple of banks to rob and I don't wanna work overtime!" I refuse to get the bum's rush like this so I grab the criminal from behind but, much to my shock, the Sandman disintegrates out of my grasp into a pile of sand and regenerates himself a few feet away.

Getting out of my shock, I quickly put my punch through him. No, it was not metaphorical; my fist goes right through the Sandman's body and comes out the other side. His body isn't made of flesh and blood! "Now Do you see why I'm called the Sandman?" I try again with a left hook to the jaw. This time, however, the Sandman is rock hard and I hurt my fist on Sandy's jaw. "Oww"

Finally, proclaiming "No hands!" the Sandman thrusts his waist out like a battering ram and knocks me over a skylight and onto my back.

"Now you are just showing off!" I have to be careful. He can change his body as easily as Mister Fantastic. Oh damn he broke one of the lenses of my mask.

The Sandman waves a fist and yells at me "The Amazing Spider-Man! Bah! Came on, I will show you!"

I was already planning to retaliate with my webbing when the police that was following him catch up with us

"Freeze" The police have the place surrounded. The Sandman doesn't seem to mind too much. He moves to attack the police so they open fire but their bullets do not even faze the villain.

Suddenly the wind rises and sandy turns into… sand particles? Anyway the wind takes him away and I lost sight of him.

"Really, were do these guys come from?" oh damn! I forgot to take pictures!

_*TTASM*_

Back at home in Forest Hills, I'm really trying my best to stitch up the mask even though I am all thumbs! "Ouch" I stab my finger with the needle and wish I could ask Aunt May to do the sewing for me. Watching TV as I do these repairs I stumble with a special report on the Sandman. It recounts his history "The Sandman also known as Flint Marko, was an inmate at Island Prison just a few months ago. So one night, the most incorrigible prisoner at that maximum security jail, escaped by crawling through a drainage tunnel. From that point on, he was on the run, guns blazing as he fled, landing at the top of the 'F.B.I. list of most wanted criminals'. But the police were getting closer so, apparently, he hid in the one place where no one would imagine a man would hide - an Atomic Device Testing Center!"

"There he stayed, living on the beach, until a nuclear test took place. Instead of dying, Marko discovered that the molecules of his body merged at that radio-active instant with the molecules of the sand under his feet turning him into a living pile of sand!"

The TV report continues but I hear Aunt May coming so I click off the set.

I leave my room and go downstairs to greet her. She looks flushed and agitated. "Aunt May, are you okay?"

"Oh, I'm okay dear; I was just chatting with Anna and her wonderful niece. She's a year younger than you, the poor dear been through a tough time." I feel her forehead to check and indeed I feel a little heat, she must have a fever.

"Aunt May, I'm going to get some aspirin and a thermometer. I want you to go and lie down on your bed; I think you have a fever." She has been looking worse and worse since … I suppose Uncle Ben's death ends up taking its toll on her.

"Maybe I am a little ill. I'm going to bed."

After I run off for some aspirin and a thermometer, I decide against calling a doctor since was a low fever and she had normal temperature by the time she fell asleep. While she's rest, I turn the TV on again and see a live report of the Sandman's departure from a bank.

I think about how Spider-Man could stop the Sandman... if only I could get my mask sewed but I wasn't about to leave Aunt May.

_*TTASM*_

I was up half the night working on it, put by the morning I have finish the mask, make breakfast for Aunt May and me, eat it, make sure aunt May was okay, and take a shower.

I decide to wear my Spidey suit under my clothes and go in a speedy patrol to try to spot Sandy before school.

'What was I thinking? That I was going to find a trail of sand or something? Since I'm already here maybe I could pay a quick visit to Betty'

Arriving to The Daily Bugle I see Betty enter the office so I sneak away, change back to Peter Parker clothes and go to meet up with her.

"Hi Betty" I have take her to a couple of innocent date recently, but I was hoping for more, I think I really like her.

"Hi Pete, what are you doing here so early? Don't you have to be in the school, in like twenty minutes?"

"Actually, I do. But I come to ask you to come dinner at my house tomorrow; I'll introduce you to my Aunt"

"You want me to meet your Aunt?"

"I want my Aunt to meet you. I want everyone to meet you. You're my favorite person." I don't know where the smooth talking comes from but I like it.

"Peter! That's the closest thing to a romantic remark I've ever heard you say!" say Betty happily.

Feeling cocky and cocky, I reply "Gosh, I can be more romantic than that!" but I never get the chance to.

"What is this?! Parker did you bring any good pics?!"JJJ barges in.

"Ah, no sir. The truth is I come to see Betty" And I am immediately booted out by Jameson.

"This is an office, not a social club!" says the gruff publisher. Betty cheerfully tells me to call her later.

_*TTASM*_

I arrive at school on time. Man, I'm getting faster every day! And I started to note that my body was a little more toned too!

Once in class my mind is occupied with plans to track the Sandman after school and of course Betty.

"Parker! Stop daydreaming in class!"

Suddenly, the Sandman duck into the classroom! I can tell he is disappointed to see that the room is packed. He is looking for a place to hide! And he is carrying the bags with the stolen money.

As the students freak out, I slip out the window, take of my clothes and wear my mask, gloves and Spidey shoes. And this time I remember to activate my camera to take automatic pictures, and set up some cameras around the school too.

I get back just in time to see as the Sandman just rears back and prepares to punch the professor out. Luckily for him, I leap into the classroom like a tornado and I land a solid haymaker right on the Sandman's jaw.

The students crowd around ready to watch the fight.

Seymour O'Reilly declares, "This sure has studying calculus beat all hollow!"

Flash Thompson yells out, "Go get 'im, Spider-Man!" and I wonder if the cheering would continue if they all knew it was 'Puny Parker' for whom they are cheering.

"Kick his ass, Spidey!" that voice took me by surprise and I have to look to confirm that indeed was Jessica Campbell, shy Jessica, who scream that. She was standing beside a sour looking Carl King.

The Sandman has recovered from the punch. Since it was a surprise attack he didn't have time to change the density of his body and the attack work so well, Interesting.

Oh, look at him; he's ready to take me apart. I have to take him out of here, I'm concerned my fellows students. First I consider trying to knock the villain out with one punch but my spider-sense tells me that the Sandman has made his body rock-hard again. Instead, I grab him behind the head, and before Marko can react and change back to soft sand, I flip Sandy over and right out of the classroom. The villain smashes right through the door and lands out in the hall.

Just as I give chase to Sandy from inside the classroom Liz voice "I wonder where Peter went. He isn't here."

Flash replies "That coward is probably hidin' with his head under a desk somewhere."

The Sandman recovers quickly "Spider-Man! I warn you to stay away from me. I won't be so easy on you twice" and attacks me. He turns his hands into big sandy blocks and tries to pound me into mush. I reply as I evade these blows.

"Oh, that was a warning? You really think I could be warned off by a walking, talking ant hill? Gee, I have been Bermudas all week catching some sun or I'd have been on your butt sooner!"

As the students evacuate the building, I spring backwards into the gymnasium, here I have more space to operate. The Sandman follows, using his hands as pile drivers.

Now that I have the extra space I crave, I stands on the top of the basketball backboard and sprays my webbing down so that it completely covers the Sandman. But the Sandman escapes by turning to sand and pouring right thru the web.

I try to sound confident but I'm running out of ideas.

The Sandman expands his hand to gigantic proportions and makes a grab at me, aiming too low to succeed as I leap, however, the Sandman has managed to corner your handsome hero, namely me. Again he resorts to the pile driver fists so before I become swiss cheese, I throw a kick but he loosens up the coherency of his torso so my kick go right through him without effect.

And just when I thought the Sandman was too ham-headed to come up with anything new, he hardens his body with my leg thrust all the way through him. I'm stuck. While I try to dislodge my leg, Sandy uses his rock-hard fist to inflict damage.

Using all of my strength, I use the leverage against Marko and trust my other foot on his face again and again until it cracks. Then I flip Sandy over his head and smash the bad guy's head into the floor. The villain head falls apart into thousand pieces. Then all his body softened and turn into a pile of sand. I do all this while I joke, of course.

Now free I see how the Sandman is already reforming. The top half of his body sits upright on the ground while he oozes the bottom part of his body over my legs, imitating quicksand. Then, as I'm occupied with trying to free my feet, Flint stretches up and tries to engulf me.

"You think you are so cool, huh?! Nothing bother you, nothing scare you! Well I will fix that!"

Huh? He thinks I'm not scared. My laughing him off is making him feel inconsequential…and he can't stand it! Maybe I can use this…

So covered in sand, I taunted him while struggle to get free of the quicksand.

"You're just prolongin' the agony, lamebrain! This ain't gonna help ya!"

"Oh, really? So this is the best you can do? *sigh* I shouldn't have had so high hopes for someone like you."

This infuriates Sandman and he turns to rock intended to punch the life out of me, but that was just what I was waiting, and without losing a moment I lunch my attack. I punch him till my knuckles bleed. When he starts to crack, using the last of my strength I manage to break him and even before all his body softened and turn into a pile of sand, I was running, moving with breath-taking speed, to the closet to grab the vacuum cleaner.

I turn it on and train the nozzle on the swirl of sand. In an instant, the Sandman is sucked into the vacuum cleaner; I take one of the cartilages of web in my belt and, setting it up as if it were a grenade, I stuck it inside the vacuum. It explode webbing all the inside and successfully sealing, immobilizing and trapping the Sandman, at least for one hour.

_*TTASM*_

As I arrive to the Daily Bugle, my bruises were already fading and my raw knuckles were, well, still a little raw but not bleeding out as before.

But I'm feeling super good, after the police took the Sandman away, I swing by home and check on aunt May. She was feeling fine, so I download the pics of the fight with Sandy and email them to the Bugle.

_End of Peter's POV_

Betty sees Peter's knuckles right away as he get there. "You are hurt! It was taking those pictures you send?"

"Yes, but is nothing, I'm fine. Did Jameson like the photos?"

"Did I like them? I love them! 'They're planning to loot this entire city together!'I will write an editorial about the destruction caused by the battle between Spider-Man and Sandman." JJJ appear looking very happy and suddenly goes grumpy "I guess I have to pay you, Miss Brant write him a check" and with that he goes back to his office.

Peter isn't worried about any of this. He grins from ear to ear. After all, he polished off Sandman, got the money, and now there's nothing to stop him from dating Betty tonight.

Betty took Peter's hands in hers "Peter, why did you do it? It was dangerous! You should have run no take pictures!"

"But Betty - the dangerous pix are the ones Jameson pays the most for!"

"I was afraid of this! You're beginning to enjoy the danger, the excitement! Just like someone else I once knew…" Betty sighs "well, I was leaving, let's go to my home so I can put some salve on your hands"

_*TTASM*_

On Betty's living room Peter and Betty were flirting while she rubs some salve on his hands.

She comments "Peter, sometimes I get the feeling that you're laughing at a secret little joke that's all your own!"

Peter replies "If you keep using that cool perfume, Betty, I may break down and tell you about it someday."

Thrilled at this, Betty says "Peter Parker!"

Peter pulled Betty up to her feet; he was surprisingly strong and wrapped his arms around her. His lips found hers in a searing and passionate kiss. Betty felt his lips meet hers and her hands roamed his body. His hands were all over her legs, her breasts, her buttocks.

Betty stated in a husky voice as she ran her hand up and down his legs. "I will guide you with what you do if..."

Betty found herself pushed against the wall and Peter's lips kissed her hard on the mouth, working on the inside of her with his tongue. His mind instinctively worked on her mouth and he felt his hands all over her smooth skin, it really caused him to tingle with excitement.

Peter pulled away, before the two of them cross the hall and reached Betty's bedroom.

Betty pounced on him, wrapping her arms and legs around him, and kissing him madly. She worked his shirt over his head and pushed him back on the bed.

Betty took a while to admire his muscles, she ran her hands down his body, teasing his stomach with her fingers, moving down him, before she pulled his shorts off.

"You're gifted," Betty stated in a breathy voice when she squeezed his package.

"I think you have far too many clothes on for this to work," Peter stated with a mischievous smile and Betty backed off.

She slowly swayed her body, slipping her clothes off of her body. She exposed more and more lovely flesh, until she dropped the clothes to the ground. Peter watched her with desire, her body stood before him. She wore a black lacy bra that barely contained her breasts; she had a smooth and taut stomach, and lacy panties that had a damp spot on it. They curved around her sexy ass, and her legs were covered with stockings. She kicked her high heel shoes off, to see her lovely legs.

"I think I better take care of this" Betty stated in a breathy voice.

Betty tugged his boxer shorts down to reveal his throbbing phallus. She watched it bounce out and she caught it in her hand, slowly caressing it up and down.

"Do you like what I'm doing?" Betty asked whilst she stroked his cock up and down.

"Yes, I like it a lot," Peter breathed as she pumped his cock with her hand.

She smiled, before she stroked him and slowly kneeled before him. "Just wait, because if you liked that, you're going to love this."

Betty dove down between Peter's legs and gave his cock a little lick, dragging her tongue against it. That caused Peter to twitch in pleasure; he never thought he could feel anything better than this.

"Damn it, keep doing that," Peter stated after she licked him around his balls, and he reached forward, and instinctively snapped her bra off her.

Betty's luscious breasts bounced out, firm and round. Her nipples stood out, erect and ready. She continued to caress and lick at his cock.

Peter felt these sensations and decided to grope her breasts, exploring them in his hands. This caused a slight moan to erupt from her mouth when she rolled back. He explored them with great confident, running his hands over them, rolling his palms over her nipples.

Betty licked her tongue up and down his cock, feeling every throb, every twitch, and it grew more in her hand. She must have it down her throat and have him spewing his first load down her throat.

"Damn," Peter breathed after Betty stuck his cock in her mouth, her tight mouth wrapped around his member. Her lips placed around him as she bobbed up and down on him, rocking back and forth on his cock went deep into her throat.

'She's so good, so hot,' Peter breathed to himself, when he grabbed her hair in his hands and pushed her down, so her lips pressed against the base of his cock as she took the entire piece of meat down her throat. He felt his sexual awakening increase when Betty rocked back and forth, going down on him like a pro.

Betty kept her tempo steady, she wanted this first time that Peter received oral sex to be a memorable one. She could not wait to see what else he had to offer and with the fury he explored her breasts, she could not believe it.

She pumped his cock into her mouth for many more minutes, looking up at him.

Peter felt his balls size up at the sensation of her mouth wrapped around his flesh pole, along with Betty's hand squeezing and cupping his balls in her hand. She went down on him, making lewd popping sounds with her mouth. She rocked back and forth, taking him deep into her throat, and his cock sank down her throat, with her muscles working him over.

His balls tightened and he sprayed a hot load of his cum down Betty's throat when she worked him over. He pumped into her mouth over and over again.

"Peter...pleasure me, please," Betty stated, when she slid back on the bed without warning and Peter peeled her panties off of her legs.

Peter looked at her smooth sex appraising, with juicy lips that beckoned out for his cock. He could hardly hold himself back, he must be inside her now but he could tell that he had to taste her first.

Betty breathed heavily when his hands were on her thighs, and then his right hand moved up, teasing her. She felt a coursing pleasure move through her body and her heart beat more heavily.

His mouth found her and sucked on her clit, which caused her to throw her head back and moan. With his tongue buried itself deep in her core, Peter tasted the tasty inside of Betty and heard the moans of pleasure. He continued to work her over with his tongue, paying close attention to what spots made her moan the loudest. These tastes made him rock hard once again; actually he got hard mere seconds after Betty was done giving him her blowjob.

Betty's pussy clenched when Peter worked her over, driving his tongue in and out of her, his moist organ scrapping against her.

"Oh, so wet," Betty breathed whilst she played with her breast, squeezing the flesh and playing with her erect nipple.

Peter did not slow down, not even for a second. The dark haired girl grabbed Peter's hair and pushed him in further. In no time flat, he devoured her womanhood, using his tongue to cut a nice and steady pace through her. He picked up the pace and worked her over, heavily moving inside her.

She soaked his face when her thighs closed together and Betty's body gave a shuddering orgasm. The woman felt herself rocked from head to toe when she shuddered again and again.

Suddenly Betty pulled Peter up on the bed and straddled his hips, her legs tightly around him. He cupped her ass in his hands, before she rose up.

"Oh god," Betty breathed heavily whilst she impaled down on his thick rod, feeling it stretch her.

"Yes, so good," Peter grunted as she rose up and sank down on him, riding him. The tight walls caressed his manhood quite nicely, as she worked up a bit of a tempo riding him. "You're so tight, so wet."

"You are stretching my pussy so much" Betty stated in a lustful moan; she pushed herself up and sank back down, and continued her bouncing. She breathed in and out, when Peter thrust into her, hitting her and causing her to throw her head back with a scream.

Peter found himself in heaven when his member was enveloped in this warm tightness, wrapped around him, and squeezed around his cock. She rocked up and down, back and forth, and really picked up a steady and heavy pace. She rode him, gyrating her hips around him. His thick phallus jammed into her hot box when she rode him until she reduced herself to a screaming wreck.

"Yes," Betty panted, feeling another orgasm wash through her body when Peter rocked her with his cock. "More, pound me!"

Peter pounded her already, thrusting his cock into her, and causing her to bend back, so she nearly spilled backwards over the bed. He used the leverage to cut a path, slamming his thick member into her pussy, driving it into her sopping wet core with each pass into her. Each thrust buried deeper into her. Betty wrapped her hands around him and sank her nails into his back.

"Oh, yes, so good," Peter breathed as he cupped his hands around her.

"So good" Betty panted as his cock slid in and out of her and she felt another earth shattering orgasm rock her body. She was not sure how much she could take and Peter gained a lot of momentum, pounding into her, reducing her to essentially jelly.

Peter pulled out of her and Betty whined at the lost but not for long, when she found herself on her hands and knees.

She tingled with anticipation, when Peter's very hard rock lined up with her pussy and slammed into her. The woman clutched the bed sheets when he pushed in and out of her, thrusting into her, rapidly hammering her with a force she never experienced. His hands maneuvering their way over her body until they cupped her breasts only added to the atmosphere.

Betty was on the bed on her hands and knees, with a huge cock buried between her, and screaming for more. She shrieked out loud as she was being drilled doggy style.

Peter continue to plow into her like there was no tomorrow. His balls slapped across Betty's ass, when he ran his hands over her, caressing every inch of her body.

"I'm cumming" Peter grunts.

"Ins-inside…its safe" Betty pants.

Betty gave a shrieking orgasm as Peter coats her insides with his hot cum. It seemed as if Peter shagged her into a stupor. Peter saw that Betty passed out from the intense love making. She was slumped on the bed, drooling a little bit.

Peter lies there trying to calm his breathing and sleep overtook him.

_End Flashback_

"Peter…, Peter!" Peter gives a little jump still in the bowling alley "I have been calling you! Are you always daydreaming?" Liz huff "I asked you if you are going to take me to the exhibit of lizards"

There has been a rumor of a human-size lizard sweep the country. Three guys in the Florida Everglades come across him. This creature is green and scaly and has a tail but it also wears purple pants and a white lab coat. And it talks!

It tries to chase the men away, claiming the swamp as its own. One of the guys picks up a rifle and shoots the Lizard but the bullets have no effect. All they do is tic the Lizard off.

The rumor has reach even New York, of course no everyone believe it.

And that's why we were going to the Natural History Museum to scope out the dinosaur exhibit and the especial of lizards.

"Sure! But really, I never took you for one to care about that kind of things" Peter says.

"I figure if it's true there is a huge lizard at large I should learn more about them" Liz replies.

The get together seems to end and Liz and Peter take their leave to the Natural History Museum.

Once there we met with Flash Thompson, again. "Are you following us Flash? Are you perhaps threatened by me?"

"Shut up, bookworm! I just happen to be interested in Lizards too!"Flash tells pissed at Peter.

Flash tries to convince Liz that he is better than Parker and she should go with him but Liz tells him to 'hush'. She wants to hear the tour guide's lecture.

While the guide explains "dinosaur hides were so thick... no gun smaller than a cannon could injure them" Pete's spider-sense tingles. He looks behind him and sees two men coming from another room. He can sense that these fellows have stolen something.

The men have stolen 'the idol's ruby' and are now trying to escape. Peter sneaks off into another room, and switch to his Spider-Man costume.

While Peter is gone, things come to a head. A museum guard who witnessed the theft tries to apprehend the men but they each pull a gun. One hood grabs Liz Allen as hostage. Spidey watches all this perched on the wall in the other room, leaning down and peeking through the connecting archway just below him. The crooks hold off the guard and the others as they take a terrified Liz with them and carefully back out of the room.

"Let's get back to the hideout, so we can split the take" said one thug.

But when they pass through the archway, Spider-Man leaps down and quickly separates them from Liz.

"Or you can just split to jail" said Spider-Man. Then he picks Liz up in his arms and with a quick one-two, he punches the two bad guys into unconsciousness.

Liz gushes "You save me!"

Spidey tells her "The pleasure was all mine, blue-eyes." He sets her down and swings away, returning moments later in his regular clothes.

As Pete enters, Flash is still trying to snap Liz out of her swoon. "All I can remember are Spider-Man's strong arms around me!" she sighs and goes on "He saved me! He called me blue eyes!"

Flash turns to Peter and says, "Competition like you I can handle, Parker! But what do I do about Spider-Man?"

Peter only has one word of advice... "Worry!"

Back at home, Peter kicks back in a big yellow armchair and prepares to relax.

Pete wants to call Betty Brant but he doesn't know where she is or how to get hold of her. So he picks up the phone, and decides to call Liz Allen instead. When Liz answers, she gives Peter hell for tying up her phone. "I'm waiting for a call from Spider-Man. After he rescued me and called me 'blue eyes', I'm sure he'll call" she says and she hangs up on Pete.

"Only a guy with my nutty luck could end up being his own competition" Pete says. He goes back to trying to figure out how thing where wrong with Betty.

_Flashback (four days ago)_

At the Daily Bugle, after Jonah Jameson printing two days in a row about Spider-Man and Sandman, Betty Brant tells Jonah that he has gotten a letter in the mail from Spider-Man. She reads it to him. "Roses are red, violets are blue, I'm still at large, so phooey to you!" Jonah gets so mad that Betty thinks his head is gonna blow up.

"Well, don't just stand there!" he yells, "Tear it up! Burn it! Ohh! I'll get that masked menace if it's the last thing I do!"

JJJ calls slight, balding, mousey reporter Frederick Foswell into his office. "Foswell, I want you to write an article about The Big Man. According to rumors he has organized the city's mobs into a well oiled machine which seems to strike everywhere at once in the Big Apple!"

Foswell says "I heard that any mobsters not joining the Big Man are persuaded to change their minds by a visit from the Enforcers, The Big Man especial force. They are Montana, Ox and Fancy Dan but the most intimidating is the Big Man a huge man…"

"I am convinced that there is no Big Man and that Spider-Man is behind the whole thing. I don't care about all that, I want you write an article claiming Spider-Man is actually the Big Man!"

Foswell reminds Jonah "Mr. Jameson, we have no proof of this."

Jameson tells Foswell "Do as I say, or I'll fire you and see to it that no paper ever hires you again!" The reporter agrees to do as Jonah says.

As Foswell leaves Jameson's office, Betty Brant is leaving the building for the day. When she gets out on the street, she pauses, hoping Peter will pass by.

In this moment she comes face to face to the Enforcers.

Montana is tall and thin man with a purple suit, white cowboy hat, string tie and a lariat. He can rope just about anyone or anything with his trusty lasso.

Ox is a large man with a bowl haircut. He has a jowly face and beady eyes and he wears a yellow pullover, small black vest, and brown pants. He has tremendous strength and resistance to injury.

Fancy Dan is short and slight, wearing a purple suit, green tie, and yellow boater. He uses a cigarette holder. He is Black belt in judo and dazzlingly fast on his feet.

They accost her and tell her she must pay off the rest of the money she owes. Betty protests that she already paid her entire loan off, but Fancy Dan says, "Sure, but you forgot the interest; the Big Man doubled it since yesterday."

Peter shows up at that moment and steps in to defend Betty when he sees her cornered by these men. "Hello gentlemen, can I help you with something?"

Ox puts him in a vise grip. "You don't want to mess with us kid, actually since you are here, we're gonna make or point with you" says Fancy Dan. With Ox holding him Fancy Dan proceed to rogue him up a bit, of course Peter barely feel it. Unwilling to reveal his identity, Peter didn't fighting back.

"ahhh, please ,please let him go, don't , I will pay, I will pay" says a hysterical Betty

"Good, you got till tomorrow to get the money." Montana warns.

Ox sends Pete sprawling as the Enforcers take their leave. "Oh my god! Peter are you Ok?"

"Yes, I'm fine Betty, but how did you get involved with these people?"

Betty, afraid to tell her boyfriend that she borrowed money from a loan shark, fearing that Peter will then try to help her and get hurt for his troubles, lies "I didn't, it must be a case of mistaken identity."

Peter, can tell that is a lie "came on Betty, be honest with me."

Instead, she flees in tears, thinking 'I can't get the dearest, most wonderful boy I've ever known involved.'

Pete thinks, 'I can't believe she won't confide in me".

Angry and hurt that she would lie to him, Peter becomes Spidey and tracks down the Enforcers. He finally follows them to 15 Oak Street. Spidey swings over to investigate. Inside there are the Enforcers minus their boss. Instead of caching them Peter decided to wait and catch their boss too.

As he conceals himself and wait for the boss to appear, he pull out his cell phone and call Betty. Betty, concerned that Pete will grill her on her connection to the Enforcers, cuts him off and hangs up on him. She decides that she must leave town and Peter and never see him again.

Spidey sees the Enforcers go out an get in a car. They drive up to a large indoor auto parking building.

Elsewhere in the building, the Big Man, a husky man in a wide lapelled green suit, a purple ascot wrapped around his neck, white gloves, a brown fedora, and a stark-white mask which presents a somber, large featured, statue like face, is preparing to have a meeting with every racket boss in town. When Spidey arrives on the scene, he is so surprised to see a roomful of criminals and if not for his spider-sense, a thug would have sneak up from behind. "Really now, didn't your mother tell you not to play with dangerous toys?" asked Spider-Man as ripped all their guns and web them to the ceiling. He ends up in a brawl with every one of the hoods.

Spidey tries to evade all his opponents by leaping into a nearby convertible but the Ox lifts the back of the car and shakes him out. Spidey then leaps over his foes while the Big Man rolls oil drums down at him to ruin his balance. With his spider agility he rides one of the drums like a log roller right through the heart of the mob. Montana manages to lasso Spidey's left foot, but the Web-Spinner flips in mid-air and shoves the oil drum at the cowboy. The drum strikes Montana allowing Spidey to get free. Peter proceeds to web up a handful of the criminals but the others get the idea to throw tires at him. Using his agility, Spidey dodges around and even through the tires. The Big Man tosses oil on the floor in front of him, but the Web-head glides through it like an ice skater, taking out bad guys as he goes. Fancy Dan attacks with judo flip but Spidey sticks to the wall and turn the flip back on the black belt.

As the frantic fight continues, The Big Man takes out a handgun; the crime boss empties his gun at the wall-crawler but misses with every shot.

That's when the police arrive. The police round up the Enforcers and the mobsters but with the commotion The Big Man makes is escape.

Disappointed with the crime boss escape Peter can't do other thing than go and see if he can sell the photos he takes of the fight.

At the Bugle, Peter is shocked to learn that Betty is gone. Jonah is his usual gruff self, only seeming to care about the difficulties of training a new secretary.

Peter asks Foswell if he still believes that the Big Man and Spider-Man are the same person. Foswell tells him, "I'd say that Peter Rabbit was the Big Man if he (Jameson) told me to! You don't work on this newspaper and argue with ol' prune face."

Just then a policeman comes in. The cop says they have tracked down the Big Man and are ready for the arrest. Peter can hardly believe that the Big Man is Frederick Foswell. "We found all the evidence we needed in your car", the cop says, "which we saw speeding from the garage." A second cop provides the 'special built-up shoes', 'oversized padded jacket and a small amplifier to disguise the voice' which turned little Foswell into the Big Man. Foswell immediately confesses, and Peter can only scratch his head in wonder.

As for JJJ, he can't let go. "Spider-Man was in league with you, wasn't he?" he asks Foswell. "Admit it! If he wasn't, I'll be a laughingstock" Foswell, led away in handcuffs, is unconcerned with Jonah's reputation.

The police leave with their prisoner and J. Jonah Jameson is left to talking with himself. "All my life", he says, "I've been interested in only one thing…making money! And yet Spider-Man risks his life day after day with no thought of reward. If a man like him is good...is a hero...than what am I? I can never respect myself while he lives! Spider-Man represents everything that I'm not! He's brave, powerful, and unselfish! The truth is I envy him! I, J. Jonah Jameson, millionaire, man of the world, civic leader, I'd give everything I own to be the man that he is! But I can never climb to his level. So all that remains for me is to try to tear him down because, heaven help me, I'm jealous of him!"

_End Flashback_

Back at home, Pete tries to reach Betty again but to no avail. He hasn't seen her in for days. He won't accept that she just wants to break up with him. He fears she's in trouble, if only she would let him help her.

_*TTASM*_

In a small town in Pennsylvania, Betty sits alone in a hotel room, crying, wishing she could get help from Peter but not willing to risk his life. "No one else can help me", she says, "Except someone like Spider-Man...But what chance would I ever have of receiving aid from him?"


End file.
